Nissan CEO Saikawa admits being paid too much by equity scheme

Nissan Motor Co President and CEO Hiroto Saikawa admitted Thursday he was overpaid by an equity-linked remuneration scheme run by the company.

A day after it was reported that he received tens of millions of yen too much under a scheme of so-called stock appreciation rights, Saikawa told reporters in Tokyo that "the operation of the (scheme) was different than it should have been."

However, he denied ordering the payment, saying, "I thought the procedures were handled properly and I didn't know (about the misconduct)."

Saikawa said he will return the excess amount to the Japanese automaker, while revealing that other executives have also received overpayments.

"It was one of the schemes created under the leadership of (ousted Nissan Chairman Carlos) Ghosn," he said.

Sources said earlier Nissan does not believe the overpayment broke the law, but the matter will be reported to its board meeting next week and the carmaker will scrutinize whether in-house disciplinary measures are necessary.

Under the stock appreciation rights scheme -- introduced by Nissan to raise morale among executives -- directors can receive a bonus if the company's share price performs well.

"Nissan must have known about the improper payment to Saikawa when it conducted its in-house probe into Ghosn," Junichiro Hironaka, one of the former chairman's defense lawyers, told reporters Thursday afternoon.

"It turned a blind eye to Saikawa and only went after Ghosn," Hironaka said.

Ghosn was arrested last November and is facing trial for allegedly underreporting his remuneration and diverting company funds to an investment firm he effectively owns.

The former chairman's first court hearing could be held as early as March at the Tokyo District Court, according to his defense counsel.

He has denied all allegations, saying he is the victim of a "conspiracy" by Nissan executives who feared a possible merger with alliance partner Renault SA would threaten its autonomy.

Ghosn's former close aide Greg Kelly, accused of conspiring to underreport his former boss's remuneration, said in a magazine interview published in June that Saikawa manipulated the execution date of his stock appreciation rights so as to receive an additional gain of 47 million yen ($443,000).

After Nissan dismissed Ghosn over the allegations, the automaker separated its management and audit operations in a bid to prevent concentration of power and enhance governance.

Saikawa was appointed Nissan CEO in April 2017 and served as a close lieutenant of Ghosn, who remained chairman.

Sep. 5
06:53 am JST

Sep. 5
07:06 am JST

Nissan does not believe the overpayment was in violation of any laws, the sources said, adding that the matter will be reported to Nissan's board meeting later this month and the carmaker will scrutinize whether in-house disciplinary measures are necessary.

No really? This stinks to high heaven! I can't wait to hear the comments from all those that have been hanging Ghosn out to dry .

Sep. 5
07:15 am JST

The remuneration in question was paid out under a system of so-called stock application rights, under which directors can receive a bonus if their company's share price performs well.

So, here is the sham. Nissan stock prices have not been doing well since Ghosn was arrested. It has taken a major hit in consumer confidence and sales. Furthermore, as CEO he would be the one one signing off on these "uhum" bonuses knowing full well they had not been earned. Just more Japanese corporate biased and corruption.

Nissan does not believe the overpayment was in violation of any laws, the sources said, adding that the matter will be reported to Nissan's board meeting later this month and the carmaker will scrutinize whether in-house disciplinary measures are necessary.

This is a very interesting statement. These jokers are guilty of receiving money under false pretences, which could be considered embezzlement and misuse of company funds. aren't these the same charges Ghosn has spent the last six months under arrest for? Double standards much?

Sep. 5
07:39 am JST

Please, please let there be an activist shareholder that sues the hell out of Nissan for this. It'd be interesting to know whether Nissan did its due diligence according to the business judgment rule or if the corporate veil could be pierced to reach these thieves in their individual capacities.

Sep. 5
07:39 am JST

So what does the new prosecutor think about this? Little bit weird to be prosecuting a foreigner while letting natives off the hook. I'm sure he will justify it in some conveluting way. Justice has no contact with reality in Japan.

Sep. 5
07:50 am JST

Sep. 5
07:52 am JST

Sep. 5
07:54 am JST

Well, now that we have set a precedent for throwing people into detention indefinitely for stuff like this, I am sure police and prosecutors will be lining up at the airport to arrest Saikawa just like they did with Ghosn. Am I right?

Sep. 5
09:18 am JST

Should be severely reprimanded by the Boad.

But no. It does not even remotely compare to what Ghosn is accused of.

Well argued, Nigel Boy, well argued. This is about an oversight of Saikawa-san accidentally not acquiring salary in shares until a week later, when they had gone up. Small amount compared to salary. NOTHING like deliberately avoiding to disclose tens of millions of $US in salary payments. And, Saikawa-san has already promised to return this amount.

Sep. 5
09:26 am JST

Not good for Nissan. This should not reflect on the quality of their products.

Corporate salaries are out of control. There should be a cap of no more than 10 M yen per year plus 5 M yen bonus yearly. If the corporate guy can't live on that and support a family then something is wrong with the entire system.

Sep. 5
09:40 am JST

Sep. 5
09:43 am JST

Well argued, Nigel Boy, well argued. This is about an oversight of Saikawa-san accidentally not acquiring salary in shares until a week later, when they had gone up. Small amount compared to salary. NOTHING like deliberately avoiding to disclose tens of millions of $US in salary payments. And, Saikawa-san has already promised to return this amount.

@Ganbare Japan

Accidently??? LOL! Yeah, he agreed to return it because he got caught. Typical, Japanese behavior! What you fail to mention is Saikawa signed off Ghosn compensation.

Sep. 5
10:56 am JST

Can anyone tell me, are they really the same thing, or is there a difference?

Stock Appreciation Rights (SAR) is essentially performance driven incentive for executives where the company sets the payout rates and schedules based on how much the stock appreciated. It’s strictly internal so what Saikawa did was purposely amended the option date to get a higher payout.

Sep. 5
10:58 am JST

So Ghosn under reports his finances and gets throw in jail. Saikawa does exactly the same thing and promises to return the money and everything is forgiven. My issue with this is, how can the company really have faith in him? You are giving him more power and increasing the chances of him to do the same thing on a larger scale.

Sep. 5
10:59 am JST

Well here we go.

We've got a guy who presumably got illegally a large amount of money and we are told that Nissan does not believe that the over payment was in violation of the law, that somehow he will give back the money, that basically no detailed investigation on how this happened is being done, that no prosecutors are involved and surely that no made up arrest at an airport will be performed..... Of course Saikawa will surely continue to be allowed to see his wife if he has one and won't spend months in a jail.

All of this in the context of the Ghosn drama who as we know was dragged into the mud for basically similar accusations. The first Ghosn's arrest was on identical charges. If the prosecutors believe that Ghosn is guilty, then how can it be that they don't investigate Saikawa as well? I just can't see how someone could defend Japan on this one.

Sep. 5
11:06 am JST

Sep. 5
11:18 am JST

People whose views are driven (get it?!) not by facts, logic or morality but rather by blind nationalism are generally not worth paying attention to. The scale of what Saikawa has admitted to might be smaller than what Ghosn has been accused of, but on the other hand Saikawa has admitted wrongdoing whereas Ghosn has not. Is that the key to how and whether one gets punished?

Sep. 5
11:22 am JST

Ghosn's former close aide Greg Kelly, who is accused of conspiring to underreport his former boss's remuneration, said in a magazine interview published in June that Saikawa manipulated the execution date of his stock application rights so as to receive an additional gain of 47 million yen ($443,000).

How does that not warrant criminal investigation??? What period was this over-payment for and did he report it accurately?

Sep. 5
11:34 am JST

They are making it sound as if the amount, 47million yen that he benefited is very small thus watering down the gravity of the crime. There are people who work 12 hours a day and don't make 3million yen a year.

I am watching to see whether the J media will devote time to this scandal and report at length with specialist input.

Sep. 5
11:38 am JST

But no. It does not even remotely compare to what Ghosn is accused of.

just stated the problem right there , theft is theft doesnt matter if its 4 or 40 or 400million yen if any of us here on JT had been accused of stealing this amount do you think we wouldn't be in detention by now!? ACCUSED there it is again, accused doesnt equal guilty in any proper democracy, everybody has the presumption of innocence until a jury or judges rules otherwise, why should anybody lose months of their lives in detention ( basically imprisoned) while prosecutors try and force a confession from you . Its not so much that Saikawas theft has made the news its the mountain of hypocrisy and double standards that Nissan and the prosecutors are committing. A proper democratic country everybody is treated equally in the eyes of the law, not so much in Japan.

And, Saikawa-san has already promised to return this amount.

oh thats a relief! ,maybe of i steal 4 million yen from somebody , then If im accused of stealing that 4 million yen, if I then go to the J police and promise to return that 4 million yen do you think they will say all is fine we wont arrest you now. LMFAO seriously apart from the hypocrisy in this country the logic of many is adolescent.

Sep. 5
11:51 am JST

hey are making it sound as if the amount, 47million yen that he benefited is very small thus watering down the gravity of the crime.

47million doesnt seem much to a CEO but to the average Taro it around 10yrs salary or even you could buy a nice new house. Imagine if the average Taro stole a brand new home worth 47million yen do you think any of us wouldn't be sent to prison even if we promised to return it after the accusation!?

Sep. 5
12:22 pm JST

Sep. 5
12:26 pm JST

This is about an oversight of Saikawa-san accidentally not acquiring salary in shares until a week later, when they had gone up.

> And, Saikawa-san has already promised to return this amount.

Baffling hypocrisy! So for you Gohsn is guilty but Saikawa who is being caught for the same charges did that accidentally and he can just give back the money? You are not making any sense.

deliberately avoiding to disclose tens of millions of $US in salary payments.

This is utterly flat wrong. Ghosn never received the amount for which he is accused for. The supposedly overpay was part of his retirement benefits from Nissan which by the way he would have received with the additional requirement that he won't work for a competitor. So Ghosn did not receive any money so far. None. On the contrary, it appears that Saikawa did receive the money. That makes the all point of him not being prosecuted like Ghosn was even more scandalous.

Sep. 5
01:37 pm JST

Baffling hypocrisy! So for you Gohsn is guilty but Saikawa who is being caught for the same charges did that accidentally and he can just give back the money? You are not making any sense.

no no because he stole less than Ghosn it makes it perfectly fine because after all its only about 47million yen, it doenst count as theft if somebody else is accused of stealing more. he said he was going to give it back, not from his own admission because he was being accused of accepting it. No need for detention or an arrest all is forgiven............WTF!!??

Sep. 5
01:38 pm JST

Sep. 5
01:43 pm JST

Absolutely gobsmackingly outrageous behavior by these scions of the elite. If he hasn’t already done so, Ghosn’s legal team should be seeking intervention by the International Court of Criminal Justice. Through their flagrant disregard of Ghosn’s right to a fair trial and the presumption of innocence they’ve shown that when it comes to outsiders, the justice system cannot be trusted to dispense justice fairly and impartially and this needs to be urgently investigated as a matter of global importance. To do nothing will only embolden elites here that their Black Ship defence mechanisms are doing their job and that the foreigners will accept whatever humiliations are thrown at them.

Sep. 5
01:47 pm JST

What a surprise. can’t wait for the obligatory photo-shoot of him bowing deeply and "regretting his actions" (or the "getting caught doing these actions") What then? Nothing of course, he’s Japanese why should he face the Japanese court? That’s purely for foreigners and lower class Japanese.

Absolutely disgusting. How can Japanese look at these news and imagine their court system to be just?

Sep. 5
01:50 pm JST

Sep. 5
02:08 pm JST

We are only talking about a few hundred-thousand dollars here.

So what? Ghosn would have gone through the same treatment as he did would he have been accused for the same amount of money. And you would have argued that regardless of the amount of money in question, he should have known better and he should be condemned. Strange that suddenly for Saikaiwa, people like you are having a different tone, now it's just a few thousands dollars. That's the same people who were telling us that Japan justice system does not make distinction between people with power and the rest of the population. But now it's it's just a few thousands dollars.

And again Saikaiwa did got the money and he is admitting. Ghosn did not receive the money and is denying the allegations which makes him innocent until proven guilty. Saikawa is guilty from his admission. Contrast now how both are treated.

Sep. 5
02:52 pm JST

I have been reading this case, since it started after the arrest of Carlos. Saikawa is just a japanese that is saying he is always innocent and correct but he took thta big amount of money too ???. If anyone is a wise and normal human being, what do U think abt him ???. Is he really suitable to be paid high wages at the disadvantage of other employees of Nissan ???. How much bank intereest have he cost Nissan ???.how much pain have he caused other lesser paid workers ???.saikawa is what i call the twisted selfish working partner that flows with the wind of that time. Give him to the devil and he will speak in their direction just to get , what he can get in terms of money. Give back the money and all is over ???.how abt the pain , the time wasted, the people hurt, lives destoryed , can he pay all the above back too. Clearly, staying in front of us is a selfish and narrow man , why is Nissan keeping him ???.May i have a answer from Nissan ???.

Sep. 5
04:16 pm JST

Just like Ghosn promised to reimburse Versailles for his wedding party, but they still came after him!

Actually Ghosn as of today has not been charged for this. An investigation is underway by the prosecutor but no charges have been issued. Also his wife indicated a few months ago that the party was not a wedding party but her birthday party. The issue concerns only the payment of the rent for using Versailles.

Sep. 5
04:24 pm JST

Perhaps Ghosn could also remedy his situation by simply "promising to repay the money he has been accused of falsely reported earning....."

Uhhhhh... chotto mate... Ghosn didn't actually receive the money he is being accused of being paid.... He is being accused of under-reporting income - in advance - he would have received at his retirement...

So the question becomes - When does he EARN the money - during the periods of prosperity during the SAR - or - when he is actually paid the money ??

Most countries cover this under deferred earnings - no different from a registered retirement fund for years of service or performance - - the money only becomes taxable when it's withdrawn / received... This is why people - even average Joes & Janes - wait until after retirement then pull out retirement deferred earnings in years where they have less taxable income because they are no longer working... COMPLETELY legal and even recommended by most countries and corporations as they can hold onto the money longer - investing it or using it as working capital - then pay it out after retirement - this being a known time schedule that they can keep that money working for...............

I MUST have something wrong - surely a RRSP can't be illegal in Japan ?? Can it ??

As far as Ghosn's alleged crime - surely somewhere within the depths of Nissan's balance sheet there had to be an audited line that accounted for "long term debt" in the form of performance bonusses due to the CEO upon retirement ? and if not, HOW can that be the CEO's fault ?

Just asking...

PS - I recognise that prosecutors have since piled on additional charges to help justify their case or solicit a confession but the initial charges seem all that more ludicrous based on this news story....

Sep. 5
06:38 pm JST

I can't wait to hear the comments from all those that have been hanging Ghosn out to dry .

I don't need to ask to hang Ghosn, he is now exactly where he should be (arrest was a decade overdue). That he surrounded himself by people just as rotten as himself does not speak in his favor. Quite the contrary.

Sep. 5
07:20 pm JST

After 32 years in Japan , I can tell u that this is the bad Japanese way of things that worked. As long as I am not caught red handed, I will play dead..saikawa is a criminal from the start, I will not be surprised as he reads, write & speak in Japanese , besides English & French that he was the one that adviced Carlos on Japanese affairs. Now he admits ???. Why he did not speak-up before being discovered. saikawa is a really ridiculous Japanese with no feelings of human intergrity . It is time that all good Japanese with a fair mind take him out instead of fighting abt other countries issues. He is not honest , he is just plain snake and making other good Japanese suffers a bad reputation world wide. Pls anyone, reading abt saikawa ,should take him out of the universal right now before he caused another good human being to suffer with his mean and bad ways with his selfish acts.

Sep. 5
08:08 pm JST

I don't need to ask to hang Ghosn, he is now exactly where he should be

yes I agree hes currently out free preparing to defend himself with his lawyer, afterall hes currently innocent, hell remain innocent until J prosecutors submit evidence in court of his guilt. if or when a judge/jury rule the evidence is undeniable then hell be declared guilty and sentenced. were he shouldn't be and any other citizen in Japan is held in prison until prosecutors force a confession from you, no democratic legal system should solely rely on a confession as proof of guilt or you get too many false confessions and imprisonments as Japan has been experiencing over the years.

Sep. 5
11:55 pm JST

“Funny, this news comes just a day after Ghosn’s judge changed. What’s the connection? The whole Ghosn case unraveling behind the scenes?

Ghosn changed his lawyer ?”

Things are certainly being muddled up. I don’t believe there’s been any news about a change in the judge/s of the Ghosn case.

Likewise, I don’t believe there has been any recent news of Ghosn changing his lawyer/s (although he has done so in the past).

If there has been either of these, phrase point us to the article/s.

Perhaps there are people who do not understand the difference between a judge, a prosecutor, and a defense lawyer. There was a new Tokyo head prosecutor appointed a few days ago. His office (not necessarily him personally) of course is handling the Ghosn case.

“Also his wife indicated a few months ago that the party was not a wedding party but her birthday party.”

Really? I’m fairly certain they did indeed hold a wedding party at Versailles. I have read a long article about it that was published at the time (in 2016, long before he was arrested) that featured it as a wedding party.

Sep. 6
12:05 am JST

Just to be sure, I looked for the article and found it still available online (though shorter than my memory of it). I had the date wrong, the wedding party was in fall 2016 but the article itself was from the following March. Also it does say the party was held to celebrate not just the wedding but also her birthday. In any case, the magazine was certainly given the impression that the party was to celebrate the wedding.